AGM Information • Apr 16, 2024
AGM Information
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Limited company
Registered office: Elizabeth House, Les Ruettes Brayes, St Peter Port
Guernsey GY1 1EW
Guernsey Registry number: 48630
(the "Company")
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the Annual General Meeting of the Shareholders of the Company of May 22, 2024
(the "Meeting")
1 Submission of (i) the management reports of the Board of Directors of the Company, (ii) the report of the Company's independent auditor on the consolidated annual accounts of the Company for the financial year ended on December 31, 2023 prepared in accordance with the International Financial Reporting Standards ("IFRS") and (iii) the report of the Company's independent auditor on the stand-alone annual accounts of the Company for the financial year ended on December 31, 2023 prepared in accordance with Belgian GAAP.
NO RESOLUTION REQUIRED
2 Approval by Ordinary Resolution, of the consolidated annual accounts of the Company for the financial year ended on December 31, 2023.
DRAFT FIRST RESOLUTION
The Meeting RESOLVED to approve the consolidated annual accounts of the Company for the financial year ended on December 31, 2023.
3 Approval by Ordinary Resolution, of the stand-alone annual accounts of the Company for the financial year ended on December 31, 2023.
DRAFT SECOND RESOLUTION
The Meeting RESOLVED to approve the stand-alone annual accounts of the Company for the financial year ended on December 31, 2023, which show a loss of €7,048,645.
4 Allocation of results and approval by Ordinary Resolution, that a dividend in relation to the financial year ended on December 31, 2023, of €0.59 per share be paid on or around May 29, 2024, subject to compliance by the Board of Directors with the provisions of the Companies (Guernsey) Law, 2008 as amended in relation to the payment of dividends.
The Meeting RESOLVED to allocate the results of the Company based on the stand-alone accounts of the Company for the financial year ended December 31, 2023, as follows:
| Loss of the year | € | 7,048,645 |
|---|---|---|
| Profit brought forward | € | (42,583) |
| Net loss to be allocated | € | 7,006,062 |
| Loss brought forward | € | 7,006,062 |
Subject to compliance by the Board of Directors with the provisions of the Companies (Guernsey) Law, 2008 as amended in relation to the payment of dividends the Meeting further:
The Meeting RESOLVED that the Directors of the Company be discharged from any liability for the exercise of their mandate during the financial year ended December 31, 2023.
6 Approval by Ordinary Resolution, that the mandate of the following existing Directors of the Company be extended for a term ending at the Company's annual general meeting of shareholders to be held in 2025 without change to their existing remuneration as set by the ESG Committee:
(i) Marc Oursin, (ii) Z. Jamie Behar, (iii), Frank Fiskers, (iv) Ian Marcus, (v) Padraig McCarthy, (vi) Muriel de Lathouwer, (vii) Lorna Brown, and (viii) Thomas Boyle.
(a) The Meeting RESOLVED to renew the mandate of Marc Oursin, born on April 7, 1962 in Paris, France, and with professional address at Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW, as director of the Company for a term ending at the Company's annual general meeting of shareholders to be held in 2025.
The Meeting RESOLVED that PricewaterhouseCoopers CI LLP, P.O. Box 321, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey, GY1 4ND PWC Guernsey be appointed as auditors for a term ending at the Company's annual general meeting of shareholders to be held in 2025.
9 Advisory vote on the Remuneration Report prepared by the ESG Committee of the Company for the financial year ended on December 31, 2023.
The Meeting RESOLVED to approve the Remuneration Report prepared by the ESG Committee of the Company for the financial year ended on December 31, 2023.
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